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Section 1.Stock Option. Part I designates the Option as either a nonqualified stock Option (“NQSO”) or an Incentive Stock Option (“ISO”). If the Option has been granted to an Option Holder who is a non-employee Director or Consultant, it is a NQSO. If the Option has been granted to an individual who is an Employee and is designated as an ISO instead of a NQSO, ADVANCED DRAINAGE SYSTEMS, INC. (the “Company”) intends the Option evidenced hereby to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). If the Option, or any part of the Option, does not qualify as an “incentive stock option” under the Code, the Option, or the part not qualifying, shall be treated as an NQSO.

(a)Subject to Section 2(b) and (d), the Option Holder shall have the right to purchase all or any portion of the optioned Shares at any time during the period (“Exercise Period”) commencing on the applicable vesting date specified in Part I that the vested portion of the Option may be exercised (the “Earliest Exercise Date”) and ending on the earliest to occur of the following dates:

(i) the date and time of the Option Holder’s termination of service with the Company and/or any of its Subsidiaries that is a termination for Cause (as used in this Stock Option Award Agreement, “Cause” means illegal or disreputable or malfeasant conduct which, as determined by the Committee, in any significant respect impairs the reputation, goodwill or business position of the Company or involves the Company’s funds or other assets);

(ii) (A) if the Option is an ISO, the last day of the 3-month period commencing on the date and time of the termination of all service with the Company and/or its Subsidiaries that is not a termination for Cause (as defined in Section 2(a)(i) above); and (B) if the Option is a NQSO, the last day of the 3-month period commencing on the date and time of the termination of all service with the Company and/or its Subsidiaries that is not a termination for Cause (as defined in Section 2(a)(i) above) or a Qualified Retirement (as defined below);

(iii) the earlier of (A) the expiration date(s) specified in Part I of this Stock Option Award Agreement, or (B) the last day of the 1-year period commencing on the date and time of the termination of all service with the Company and/or its Subsidiaries due to death or disability (within the meaning of Section 22(e)(3) of the Code) or a Qualified Retirement; and

(iv) the last day of the ten (10) year period following the Grant Date (or the last day of the five (5) year period following the Grant Date if the Option is an ISO granted to an Employee who, at the Grant Date, owns stock representing more than 10% of the voting power of all classes of stock of the Company or of any of its Subsidiaries).

(b)If the Option is designated as an ISO, in order to preserve the favorable tax treatment applicable to incentive stock options, the Option may not be exercised more than three (3) months after termination of employment for reasons other total and permanent disability (within the meaning of Section 22(e)(3) of the Code) or a Qualified Retirement or more than one (1) year after termination of employment due to total and permanent disability or a Qualified Retirement. Solely for purposes of this Stock Option Award Agreement, “Qualified Retirement” means compliance with all of the following requirements: (i) you terminate employment with the Company and its Subsidiaries, other than for Cause (A) after you have attained age [sixty (60)] and completed a minimum of [ten (10)] years of continuous service with the Company [and/or its Subsidiaries], (B) after you provide reasonable advance written notice, based on facts and circumstances acceptable to the Board, of your employment termination retirement date; (ii) the Board approves and accepts, and does not reject, your specified employment termination retirement date; and (iii) you have delivered to the Company an executed release of claims in a form provided by the Company the revocation period of which has expired.

specified in Part I. If the Option Holder terminates service with the Company and/or its Subsidiaries prior to a vesting date, except for terminations due to a Qualified Retirement, any unvested Options granted hereunder that are scheduled to vest after such termination of service date are deemed forfeited by the Option Holder. Options that are forfeited will be immediately canceled and will cease to be exercisable.

(d)Notwithstanding the foregoing, (i) in the event of the Option Holder’s termination of service with the Company and/or its Subsidiaries due to death or disability (within the meaning of Section 22(e)(3) of the Code), unvested Options will be deemed vested as of the Option Holder’s termination of service date and (ii) in the event of the Option Holder’s termination of service with the Company and/or its Subsidiaries due to a Qualified Retirement, unvested Options will continue to vest in accordance with the terms of this Stock Option Award Agreement, notwithstanding any continuous service requirement in Section 2(c) above, and the Option shall, upon vesting, be exercisable until the last day of the ten (10) year period following the Grant Date. In addition, if the Option Holder’s termination of service with the Company and/or its Subsidiaries is by the Company other than for “Cause” (as defined in Section 2(a)(i) above), the Committee may, in its discretion, vest, as of the Option Holder’s termination of service date, unvested Options.

Section 4.Method of Exercise. The Option Holder may, at any time during the Exercise Period provided by Section 2, exercise his or her right to purchase all or any part of the optioned Shares then available for purchase; provided, however, that the minimum number of optioned Shares which may be purchased shall be fifty (50) or, if less, the total number of optioned Shares then available for purchase. The Option Holder shall exercise such right by:

The date of exercise shall be the earliest date practicable following the date the requirements of this Section 4 have been satisfied. Payment shall be made (i) in United States dollars by certified check, money order, official bank check, or wire transfer of immediately available funds, made payable to the order of Advanced Drainage Systems, Inc., (ii) with the Committee’s approval, in Shares duly endorsed for transfer (or using a “constructive delivery” method approved by the Committee), already owned by the Option Holder for more than six (6) months as of the exercise date and having an aggregate Fair Market Value on the date the Option is exercised equal to the aggregate Exercise Price to be paid, such Fair Market Value to be determined in such manner as may be provided by the Committee or as may be required in order to comply with or conform to the requirements of any applicable laws or regulations, (iii) if and to the extent permitted by the Committee, by directing the Company to withhold from the Shares to be issued upon exercise of the Option (or a portion thereof) being exercised a number of Shares having a Fair Market Value equal to the aggregate Exercise Price to be paid (a “cashless exercise”), or (iv) in a combination of (i), (ii) and (iii). Payment for any Shares to be purchased upon exercise of an Option may also be made by delivering an exercise notice to the Company as set forth in Section 4(a) above, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the Exercise Price and applicable tax withholding amounts (if any).

Section 5.Delivery of Optioned Shares. As soon as is practicable following the date on which the Option Holder has satisfied the requirements of Section 4, the Committee shall take such action as is necessary to cause such Shares to be issued in the name of the Option Holder (either by book-entry registration or issuance of a stock certificate) evidencing the Option Holder’s ownership of the optioned Shares that have been purchased. The Option Holder shall have no right to vote or to receive dividends, nor have any other rights with respect to the optioned Shares, prior to the date as of which such optioned Shares are transferred to the Option Holder on the stock transfer records of the Company, and no adjustments shall be made for any dividends or other rights for which the record date is prior to the date as of which such transfer is effected. The obligation of the Company to deliver Shares under this Stock Option Award Agreement shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the person to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law.

Section 6.No Right to Continued Service. Nothing in this Stock Option Award Agreement nor any action of the Board or Committee with respect to this Stock Option Award Agreement shall be held or construed to confer upon the Option Holder any right to a continuation of service by the Company or any of its Subsidiaries. The Option Holder may be dismissed or otherwise dealt with as though this Stock Option Award Agreement had not been entered into.

Section 8.Taxes. Where any person is entitled to receive Shares pursuant to the exercise of the Option granted hereunder, the Company shall have the right to require such person to pay to the Company the amount of any tax which the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Shares to cover the amount required to be withheld. Section 14.2 of the Plan is incorporated by reference herein.

Section 9.Notices. Except as set forth in Section 4(a) above, any communication required or permitted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below, or at such other address as one such party may by written notice specify to the other party:

Section 10.Restrictions on Transfer. The Option granted hereunder is not transferable by any Option Holder, except that an Option Holder may transfer an NQSO under terms and conditions determined by the Committee pursuant to Section 13.3 of the Plan. The Committee shall have full and exclusive authority to interpret and apply the provisions of this Plan to transferees to the extent not specifically described herein.

Section 12.Construction of Language. Whenever appropriate in this Stock Option Award Agreement, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to a section shall be a reference to a section of this Stock Option Award Agreement, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings assigned to them under the Plan.

Section 13.Governing Law. This Stock Option Award Agreement shall be construed, administered and enforced according to the laws of the State of Ohio without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by federal law. The federal and state courts having jurisdiction in Franklin County, Ohio shall have exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By accepting any Option granted under this Stock Option Award Agreement, the Option Holder, and any other person claiming any rights under the Stock Option Award Agreement, agrees to submit himself or herself, and any such legal action as he or she shall bring under the Plan, to the sole jurisdiction of such courts for the adjudication and resolution of any such disputes.

Section 15.Plan Provisions Control. This Stock Option Award Agreement and the rights and obligations created hereunder shall be subject to all of the terms and conditions of the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Stock Option Award Agreement, the terms of the Plan, which are incorporated herein by reference, shall control. By signing this Stock Option Award Agreement, the Option Holder acknowledges receipt of a copy of the Plan. The Option Holder acknowledges that he or she may not and will not rely on any statement of account or other communication or document issued in connection with the Plan other than the Plan, this Stock Option Award Agreement, and any document signed by an authorized representative of the Company that is designated as an amendment of the Plan or this Stock Option Award Agreement.



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